UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

~~the~~ Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 16 20, 2011

RURAL/METRO CORPORATION

(Exact ~~name~~Name of ~~registrant~~Registrant as ~~specified~~Specified in ~~its charter~~Charter)

DELAWARE	0-22056	86-0746929
(State or other jurisdiction	(Commission	(IRS Employer
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
of incorporation)	File Number)	Identification No.)

9221 East Via de Ventura

Scottsdale, Arizona

85258

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: (480) 606-3886

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o ¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 87.01. ~~Other~~Regulation ~~Events~~FD Disclosure.

AsOn ~~previously~~June ~~disclosed~~16, ~~on March 28,~~ 2011, Rural/Metro Corporation, ~~a Delaware corporation~~ (the “Company”), through a wholly-owned subsidiary, entered into ana ~~Agreement~~definitive ~~and~~two-year agreement ~~Plan~~to ofcontinue ~~Merger~~to ~~(the~~provide ~~“Merger~~emergency ~~Agreement”)~~medical ~~with~~transportation WPservices ~~Rocket~~to ~~Holdings~~the ~~LLC,~~City aof ~~Delaware~~San ~~limited~~Diego ~~liability~~through ~~company~~June ~~(“Parent”),~~of ~~and~~2013. WPUnder ~~Rocket~~this ~~Merger Sub~~arrangement, ~~Inc.,~~ athe ~~Delaware~~Company ~~corporation~~expects ~~and~~to agenerate ~~wholly-owned~~annualized ~~subsidiary~~net revenue of ~~Parent~~approximately ~~(“Merger~~$55 ~~Sub”)~~million. ~~The~~In ~~Merger~~addition, ~~Agreement~~the San ~~provides~~Diego ~~for~~City Council voted to approve the ~~merger~~sale of ~~Merger~~the ~~Sub~~City ~~with~~of ~~and~~San ~~into~~Diego’s ~~the~~interest ~~Company~~in (the ~~“Merger”),~~joint ~~with~~venture ~~the~~that ~~Company~~it ~~surviving~~has with the ~~Merger~~Company, asSan aDiego ~~wholly-owned~~Medical ~~subsidiary~~Services ofEnterprise, ~~Parent.~~LLC ~~On May 26~~(“SDMSE”), ~~2011,~~to the Company ~~filed~~for a$5.5 ~~definitive~~million. ~~proxy~~Upon completion ~~statement~~of ~~describing~~ the ~~Merger~~purchase, ~~with~~which ~~the~~is ~~U.S.~~scheduled ~~Securities~~to ~~and~~occur ~~Exchange~~on ~~Commission~~June (30, 2011, the ~~“SEC”).~~Company ~~Merger~~will ~~Sub~~own ~~and~~100% ~~Parent~~of ~~are~~the ~~affiliates~~interest ofin ~~Warburg~~SDMSE ~~Pincus~~and ~~LLC~~will ~~(“Warburg~~retain ~~Pincus”)~~all ~~formed~~operating byassets ~~Warburg~~of ~~Pincus~~SDMSE toand ~~acquire~~contracts ~~the~~currently ~~Company~~served by SDMSE.

As ~~disclosed~~previously inreported, on April 25, 2011, a report was issued by the ~~Company~~San Diego City Auditor’s ~~definitive~~Office ~~proxy~~regarding ~~statement,~~claims against the Company, ~~each~~and ~~member~~SDMSE. ofThe ~~the~~report ~~Board~~focused ofprimarily ~~Directors~~on of the ~~Company~~accounting ~~(the~~for ~~“Board~~SDMSE ofand ~~Directors”)~~recommended, ~~Warburg~~among ~~Pincus~~other things, ~~Parent~~that SDMSE’s revenues and ~~Merger~~expenses ~~Sub~~be reviewed to ensure that they were ~~named~~proper asand ~~defendants~~that inreimbursements ~~purported~~to ~~class~~the ~~action~~Company ~~lawsuits~~were appropriate. ~~brought~~To byfacilitate ~~alleged~~a ~~stockholders~~timely ofresolution, the Company ~~challenging~~and the ~~Merger. The~~City ~~stockholder~~entered ~~actions~~into ~~were~~an ~~filed~~interim insettlement ~~the~~agreement ~~Court~~that ofprovides ~~Chancery~~for submission of the ~~State~~matter ofto ~~Delaware~~a ~~(Llorens~~mediator vand third-party forensic auditor. ~~Rural/Metro~~As ~~Corporation,~~part etof ~~al.,~~this ~~filed~~interim ~~April 6~~settlement, ~~2011~~the Company ~~and~~also ~~amended~~agreed ~~April 21,~~to ~~2011,~~provide (the ~~“Llorens~~City ~~action”)~~with ~~and~~a ~~Joanna~~$7.5 ~~Jervis~~million v.surety ~~Rural/Metro~~bond ~~Corporation,~~to etcover alpotential liabilities., ~~filed~~The ~~May 16,~~forensic ~~2011~~audit is ongoing, ~~(the~~and ~~“Jervis~~although ~~Delaware~~the ~~action”))~~Company ~~and~~is inunable ~~the~~at ~~Superior~~this ~~Court~~time ofto predict the ~~State~~timing or outcome of ~~Arizona~~this process, ~~County~~or ofany ~~Maricopa~~potential impact ~~(Joanna~~on ~~Jervis~~its v.business ~~Rural/Metro Corporation~~operations, etbased ~~al.,~~on ~~filed~~information ~~April 6~~currently available, ~~2011~~the Company does not anticipate any amounts will be drawn against the bond and ~~amended~~that ~~April 14,~~it ~~2011~~will (be fully released at the ~~“Jervis~~conclusion ~~Arizona action”))~~of the process.

OnThe ~~May 16,~~information ~~2011,~~in ~~Joanna~~this ~~Jervis,~~Item ~~the~~7.01 ~~stockholder~~of inthis ~~the~~Current ~~Jervis~~Report ~~Arizona~~on ~~action,~~Form ~~filed~~8-K ashall ~~complaint~~not inbe ~~the~~deemed ~~Court~~to ofbe ~~Chancery~~“filed” for purposes of Section 18 of the ~~State~~Securities ofand ~~Delaware.~~Exchange OnAct ~~May 23~~of 1934, ~~2011~~as amended (the “Exchange Act”), ~~after~~or ~~plaintiff~~otherwise ~~filed~~subject ato ~~complaint~~the inliabilities ~~Delaware~~thereof, ~~the~~nor ~~parties~~shall ~~filed~~it abe ~~stipulation~~deemed ofto ~~dismissal~~be ~~and~~incorporated ~~proposed~~by ~~order~~reference ~~dismissing~~in any filing under the ~~Jervis~~Exchange ~~Arizona~~Act ~~action~~or under the Securities Act of 1933, ~~which~~as amended, except to the ~~court~~extent ~~so-ordered~~specifically onprovided ~~May 24,~~in ~~2011~~any such filing.

OnItem May 27, 2011, the Court of Chancery of the State of Delaware entered an Order of Consolidation and Appointment of Lead Counsel designating Plaintiff Llorens as Lead Plaintiff and Faruqi & Faruqi, LLP as Lead Counsel under the caption In re Rural Metro Corporation Consolidated Shareholders Litigation, C8.A.01 ~~No. 6350-VCS~~Other ~~(the “Consolidated Delaware Action”)~~Events. ~~A Second Scheduling Order was entered on June 10, 2011, updating the Stipulated Scheduling Order entered on May 3, 2011. Depositions were completed on June 10, 2011.~~

OnAs Rural/Metro ~~June 16,~~Corporation ~~2011,~~ (the “Company,”) ~~each~~previously ~~member~~disclosed ofin ~~the~~its ~~Board~~Annual ofReport ~~Directors,~~on ~~Warburg~~Form ~~Pincus,~~10-K ~~Parent,~~for ~~Merger~~the ~~Sub~~year ~~and~~ended ~~the~~June 30, ~~Lead~~2010, ~~Plaintiff~~filed inon ~~the~~September 8, ~~Consolidated~~2010 ~~Delaware~~(the ~~Action~~“Annual ~~reached~~Report”), anthe ~~agreement~~Company inmade ~~principle,~~certain ~~subject~~ modifications to ~~the~~its ~~Court’s~~reporting ~~approval~~segments effective July 1, ~~providing~~2010. ~~for~~The ~~the~~Company ~~settlement~~is ~~and~~filing ~~dismissal,~~information ~~with~~under ~~prejudice,~~Item 8.01 of ~~the~~this ~~Consolidated~~Current ~~Delaware~~Report ~~Action~~on ~~filed~~Form in8-K ~~connection~~to ~~with~~(i) provide ~~the~~investors ~~Merger.~~with ~~Pursuant~~recast tohistorical ~~such~~financial ~~agreement~~information in ~~principle,~~the onCompany’s ~~June 16,~~Annual Report ~~2011,~~reflecting the ~~Company~~previously ~~agreed~~disclosed change to ~~make~~the ~~certain~~Company’s ~~supplemental~~reporting ~~disclosures~~segments, ~~regarding~~and ~~the~~(ii) incorporate ~~Merger~~by ~~and~~reference ~~filed~~such arecast ~~supplement~~historical tofinancial information into the Company’s ~~definitive~~filings ~~proxy~~with ~~statement~~the (SEC, including registration statements filed under the ~~“supplement”)~~Securities Act of 1933, as amended.

The ~~settlement~~reporting ~~will~~segment ~~not~~changes ~~affect~~and related disclosures discussed herein have no impact on the ~~merger~~Company’s ~~consideration~~historical toconsolidated befinancial ~~paid~~position, toresults of operations, stockholders’ ofequity or cash flows, and the ~~Company~~recast infinancial ~~connection~~statements ~~with~~contained ~~the~~in ~~proposed~~Exhibits ~~merger~~99.1 orto ~~the~~this ~~timing~~Form of8-K ~~the~~do ~~special~~not represent ~~meeting~~a ofmodification ~~stockholders~~or restatement of ~~the~~previously ~~Company~~issued ~~scheduled~~financial statements for ~~June 27,~~any ~~2011~~period. atThe ~~10:00 a.m.,~~information ~~local~~in ~~time~~this Current Report, atincluding ~~the~~Exhibits ~~Company’s~~99.1 ~~corporate~~and ~~headquarters~~99.2 atwhich ~~9221~~are ~~East~~incorporated ~~Via~~herein deby ~~Ventura~~reference, ~~Scottsdale,~~should ~~Arizona~~be ~~85258~~read toin ~~consider~~conjunction ~~and~~with the toAnnual ~~vote~~Report ~~upon~~and aany ~~proposal~~documents tofiled ~~adopt~~by the ~~merger~~Company ~~agreement,~~subsequent ~~among~~to ~~other~~June 30, ~~things~~2010.

The following notes to the financial statements under Part II, Item 8 of the Annual Report included in Exhibit 99.1 of this Form 8-K have been revised and updated from their original presentation solely to reflect the Company’s realigned reporting segments: Note 5 (Goodwill), Note 19 (Segment Reporting), and Note 20 (Discontinued Operations). Similarly, Management’s Discussion and Analysis of Financial Condition and Results of Operations under Part II, Item 7 of the Annual Report included in Exhibit 99.2 of this Form 8-K has been revised and updated from its original presentation solely to reflect the Company’s realigned reporting segments. All other information in the Annual Report remains unchanged. This Current Report does not modify or update the disclosures therein in any way, nor does it reflect any subsequent information or events, other than as required to reflect the change in reporting segments as described herein.

AItem ~~copy of the supplement is attached as Exhibit 99~~9.101 toFinancial ~~this~~Statements ~~Current Report on Form 8-K,~~ and ~~is incorporated herein by reference~~Exhibits. ~~The foregoing description of the settlement of the Consolidated Delaware Action is qualified in its entirety by reference to the summary thereof set forth in the supplement.~~

~~Additional~~(d) ~~Information and Where to Find It~~Exhibits.

In connection with the Merger, the Company filed its definitive proxy statement and a form of proxy on Schedule 14A on May 26, 2011 and other related materials with the SEC. The definitive proxy statement and proxy were first mailed to stockholders on or about May 27, 2011. COMPANY INVESTORS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT, ALL RELATED SUPPLEMENTS AND AMENDMENTS (IF ANY AND WHEN THEY BECOME AVAILABLE) AND OTHER RELATED MATERIALS CAREFULLY BECAUSE THEY CONTAIN (OR WILL CONTAIN) IMPORTANT INFORMATION REGARDING THE PROPOSED MERGER AND RELATED MATTERS. Investors and stockholders may obtain copies of the proxy statement, the supplement and other relevant documents filed with the SEC for free from the SEC’s website at http://www.sec.gov or from the Company’s website at http://www.ruralmetro.com. Investors and stockholders may also obtain copies of the definitive proxy statement, the supplement and other documents related to the Merger (when available) for free by written or telephonic request to Rural/Metro Corporation, c/o Corporate Secretary, 9221 E. Via de Ventura, Scottsdale, AZ 85258, telephone (480) 606-3886.


Exhibit No.		Description

23.1		Consent of PricewaterhouseCoopers LLP

99.1		Financial Statements and Supplementary Data under Part II, Item 8 of the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2010, revised solely to reflect the change in segment reporting

99.2		Management’s Discussion and Analysis of Financial Condition and Results of Operations under Part II, Item 7 of the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2010, revised solely to reflect the change in segment reporting

~~Item~~SIGNATURES ~~9.01 Financial Statements and Exhibits.~~

~~(d) Exhibits~~Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

The Exhibit Index appearing after the signature page below is incorporated herein by reference.

3EXHIBIT INDEX

SIGNATURES


Exhibit No.		Description

23.1		Consent of PricewaterhouseCoopers LLP

99.1		Financial Statements and Supplementary Data under Part II, Item 8 of the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2010, revised solely to reflect the change in segment reporting

99.2		Management’s Discussion and Analysis of Financial Condition and Results of Operations under Part II, Item 7 of the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2010, revised solely to reflect the change in segment reporting

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	RURAL/METRO CORPORATION
Date: June 17, 2011	By:	/s/ Michael P. DiMino
		Michael P. DiMino
		President and Chief Executive Officer

EXHIBIT INDEX

Exhibit No.		Description
99.1		Proxy Statement Supplement, dated June 17, 2011.

RURAL/METRO CORPORATION

Date: June 20, 2011

/s/ Michael P. DiMino

Michael P. DiMino

President and Chief Executive Officer

Filing Compare · RURAL/METRO CORP /DE/